Cactus (WHD) risk factors, FY2025 10-K

Cactus's FY2025 10-K, filed Feb 26, 2026, lists 36 risk factors in 4 groups. Against the prior year's 32: 7 new, 3 dropped, 7 substantially reworded.

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Risk factors listed
364 groups
New this year
7vs 32 last year
Dropped
3since the prior 10-K
Substantially reworded
7of those kept
Section length
10k wordsItem 1A

What the changes say

  • The risk profile is dominated by the Baker Hughes Transaction, replacing prior FlexSteel integration disclosures with new international and joint venture risks.

What changed since the prior 10-K

New

  • NewRisks Related to the Oilfield Services Industry and Our Business

    or insurance or that are in excess of policy limits, or incur liability at a time when we are not able to obtain liability insurance. Such potential liabilities could have a material adverse effect on our business, results of operations and cash flows

    We face potential liabilities exceeding insurance policy limits or risks when liability coverage is unavailable.

  • NewRisks Related to the Joint Venture and the Baker Hughes Transaction

    We may not realize the anticipated benefits from the Baker Hughes Transaction, and the Baker Hughes Transaction could adversely impact our business and our operating results

    We may fail to realize anticipated benefits or face unexpected capital needs and costs from the Baker Hughes Transaction.

  • NewRisks Related to the Joint Venture and the Baker Hughes Transaction

    We may experience difficulties in integrating the operations of the Joint Venture into our business

    Integrating the Joint Venture may cause operational disruptions, key employee losses, and rely on Baker Hughes for transition services in unfamiliar countries.

  • NewRisks Related to the Joint Venture and the Baker Hughes Transaction

    We may be required to acquire Baker Hughes Company’s interests in the Joint Venture

    Starting January 1, 2028, the Baker Member has a put right requiring us to purchase its interest at an enterprise value up to $660.0 million, potentially straining liquidity.

  • NewRisks Related to the Joint Venture and the Baker Hughes Transaction

    The Joint Venture LLC Agreement restricts certain of our or the Joint Venture’s actions

    The Joint Venture agreement restricts our operational flexibility, requires Baker Hughes approval for major actions, and limits our ability to transfer our interests.

  • NewRisks Related to the Joint Venture and the Baker Hughes Transaction

    We may not be able to enforce claims with respect to certain of the representations and warranties that Baker Hughes Holdings made in the Framework Agreement

    Our ability to enforce claims for breaches of representations and warranties under the Framework Agreement with Baker Hughes Holdings is limited, relying partly on an insurance policy.

  • NewRisks Related to the Joint Venture and the Baker Hughes Transaction

    The Baker Hughes Transaction represents an expansion outside of our current geographic regions, and we may encounter new obstacles operating in different geographic regions

    Expanding operations into the Middle East and other new jurisdictions exposes us to unfamiliar geopolitical risks, concentrated customer bases, and local hiring pressures.

Dropped

  • DroppedRisks Related to the FlexSteel Business

    We may not realize the anticipated benefits from the FlexSteel acquisition, and failure to realize the anticipated benefits could adversely impact our business and our operating results

  • DroppedRisks Related to the FlexSteel Business

    We may experience difficulties in integrating the operations of FlexSteel into our business and in realizing the expected benefits of the Merger

  • DroppedRisks Related to the FlexSteel Business

    We will not be able to enforce claims with respect to the representations and warranties that the sellers of FlexSteel provided under the Merger Agreement

Reworded

  • 71% rewrittenRisks Related to the Oilfield Services Industry and Our Business

    Our business is dependent on the continuing services of certain of our key managers and employees

    Updated terminology from key personnel and employees to key executives, management personnel, and associates.

  • 57% rewrittenRisks Related to the Joint Venture and the Baker Hughes Transaction

    The Joint Venture may have liabilities that are not known to us and the indemnities negotiated in the Framework Agreement may not offer adequate protection

    Replaced references from the FlexSteel merger and due diligence to the Baker Hughes Transaction and the acquired business.

    Was: FlexSteel may have liabilities that are not known to us and the indemnities negotiated in the Merger Agreement may not offer adequate protection

  • 47% rewrittenRisks Related to the Oilfield Services Industry and Our Business

    Increased costs, inflation, increased transit times, changes in global trade policies, increased tariffs, or lack of availability, of raw materials and other components may result in increased operating expenses and adversely affect our results of operations and cash flows

    Updated tariff references to reflect policy changes implemented by the U.S. instead of specific statements from the Trump administration.

    Was: Increased costs, increased transit times, increased tariffs, or lack of availability, of raw materials and other components may result in increased operating expenses and adversely affect our results of operations and cash flows

  • 34% rewrittenRisks Related to the Oilfield Services Industry and Our Business

    Political, regulatory, economic and social disruptions in the countries in which we conduct business and globally could adversely affect our business or results of operations

    Added production facilities in Vietnam and updated footprint descriptions regarding the Middle East expansion from the Baker Hughes Transaction.

  • 33% rewrittenRisks Related to the Oilfield Services Industry and Our Business

    Existing or future laws and regulations related to greenhouse gases and climate change and related public and governmental initiatives and additional compliance obligations could have a material adverse effect on our business, results of operations, prospects, and financial condition

    Minor phrasing update specifying oil and natural gas E&P activity instead of E&P.

  • 23% rewrittenRisks Related to Our Class A Common Stock

    Future sales of our Class A common stock in the public market, or the perception that such sales may occur, could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us

    Updated share counts and ownership percentages for Class A and Class B common stock as of February 25, 2026.

  • 23% rewrittenRisks Related to the Oilfield Services Industry and Our Business

    The ongoing conflicts in various parts of the world may affect our business and results of operations

    Added ongoing conflicts in Venezuela, Iran, and other countries in the Middle East to Ukraine.

    Was: The ongoing conflicts in various parts of the world may adversely affect our business and results of operations

All 36 risk factors

Headings as the filing states them, in filing order.

Risks Related to the Oilfield Services Industry and Our Business

  1. 01Demand for our products and services depends on oil and gas industry activity and customer expenditure levels, which are directly affected by trends in the supply of and demand for and price of crude oil and natural gas and availability of capital
  2. 02U.S. drilling and completion activity could be adversely affected by any significant constraints in equipment, labor or takeaway capacity in the regions in which we operate
  3. 03We may be unable to employ a sufficient number of skilled and qualified workers to sustain or expand our current operations
  4. 04Our business is dependent on the continuing services of certain of our key managers and employees71% rewritten
  5. 05Political, regulatory, economic and social disruptions in the countries in which we conduct business and globally could adversely affect our business or results of operations34% rewritten
  6. 06We are dependent on a relatively small number of customers in a single industry. The loss of an important customer could adversely affect our results of operations and financial condition
  7. 07Delays in obtaining, or inability to obtain or renew, permits or authorizations by our customers for their operations could impair our business
  8. 08Competition within the oilfield services industry may adversely affect our ability to market our services
  9. 09New technology may cause us to become less competitive
  10. 10Increased costs, inflation, increased transit times, changes in global trade policies, increased tariffs, or lack of availability, of raw materials and other components may result in increased operating expenses and adversely affect our results of operations and cash flows47% rewritten
  11. 11We design, manufacture, sell, rent and install equipment that is used in oil and gas E&P activities, which may subject us to liability, including claims for personal injury, property damage and environmental contamination should such equipment fail to perform to specifications
  12. 12or insurance or that are in excess of policy limits, or incur liability at a time when we are not able to obtain liability insurance. Such potential liabilities could have a material adverse effect on our business, results of operations and cash flowsNew
  13. 13Our operations are subject to hazards inherent in the oil and natural gas industry, which could expose us to substantial liability and cause us to lose customers and substantial revenue
  14. 14Oilfield anti-indemnity provisions enacted by many states may restrict or prohibit a party’s indemnification of us
  15. 15Our operations require us to comply with various domestic and international regulations, violations of which could have a material adverse effect on our results of operations, financial condition and cash flows
  16. 16Compliance with environmental laws and regulations may adversely affect our business and results of operations
  17. 17Existing or future laws and regulations related to greenhouse gases and climate change and related public and governmental initiatives and additional compliance obligations could have a material adverse effect on our business, results of operations, prospects, and financial condition33% rewritten
  18. 18The global outbreak of COVID-19 had, and similar pandemics in the future may have, an adverse impact on our business and operations
  19. 19The ongoing conflicts in various parts of the world may affect our business and results of operations23% rewritten

Risks Related to Our Class A Common Stock

  1. 20Cactus WH Enterprises has the ability to direct the voting of a significant percentage of the voting power of our common stock, and its interests may conflict with those of our other shareholders
  2. 21Our amended and restated certificate of incorporation and amended and restated bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A common stock
  3. 22Future sales of our Class A common stock in the public market, or the perception that such sales may occur, could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us23% rewritten
  4. 23We cannot predict the size of future issuances of our Class A common stock or securities convertible into Class A common stock or the effect, if any, that future issuances and sales of shares of our Class A common stock will have on the market price of our Class A common stock
  5. 24Cactus Inc. will be required to make payments under the TRA for certain tax benefits that we may claim, and the amounts of such payments could be significant
  6. 25In certain cases, payments under the TRA may be accelerated and/or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the TRA

General Risks

  1. 26A failure of our information technology infrastructure and cyberattacks could adversely impact us
  2. 27We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could disrupt our business and adversely affect our results of operations
  3. 28Our business is subject to complex and evolving laws and regulations regarding privacy and data protection (“data protection laws”)
  4. 29Holders of our Class A common stock may not receive dividends on their Class A common stock

Risks Related to the Joint Venture and the Baker Hughes Transaction

  1. 30We may not realize the anticipated benefits from the Baker Hughes Transaction, and the Baker Hughes Transaction could adversely impact our business and our operating resultsNew
  2. 31We may experience difficulties in integrating the operations of the Joint Venture into our businessNew
  3. 32We may be required to acquire Baker Hughes Company’s interests in the Joint VentureNew
  4. 33The Joint Venture LLC Agreement restricts certain of our or the Joint Venture’s actionsNew
  5. 34The Joint Venture may have liabilities that are not known to us and the indemnities negotiated in the Framework Agreement may not offer adequate protection57% rewritten
  6. 35We may not be able to enforce claims with respect to certain of the representations and warranties that Baker Hughes Holdings made in the Framework AgreementNew
  7. 36The Baker Hughes Transaction represents an expansion outside of our current geographic regions, and we may encounter new obstacles operating in different geographic regionsNew

Other Cactus 10-Ks

  • FY2024 10-K risk factors
    32 risks

    Cactus, Inc. faces primary risks tied to oil and gas industry activity levels and commodity prices.

    Filed Feb 27, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.